Common use of Removal; Vacancy Clause in Contracts

Removal; Vacancy. The Key Holders agree to take such action as may be necessary, in their capacity as stockholders or directors of the Company, subject to the limitations set forth in Section 1.1(a), to remove any Principal Designee that is a member of the Board promptly after receipt of direction from the Principal that the Principal desires to have a Principal Designee removed from the Board. In no other event (unless required by their fiduciary duty, law or Trading Rules) will the Key Holders seek the removal of a Principal Designee. The Key Holders agree that (i) if the Principal has a right to designate one or more directors pursuant to Section 1.1(a) to fill a vacancy on the Board, whether such vacancy existed on the date of this Agreement or resulted from the removal of such director, and (ii) the Principal provides written notice of the identity of the Principal Designee, that they shall promptly take such action consistent with the provisions of this Agreement and the Company’s Bylaws to effect the election of such Principal Designee as soon as practicable, but in any event no later than seven (7) days after written notice is provided by the Principal to the Company and the Key Holders, which action will be taken either at a subsequent stockholders’ or directors’ meeting or, if and as applicable, action by written consent of the stockholders or directors, subject to any fiduciary duties owed by such directors to the Company.

Removal; Vacancy. The Key Holders agree to take such action as may be necessary, in their capacity as stockholders or directors of the Company, subject to the limitations set forth in Section 1.1(a), to remove any Principal Investor Designee that is a member of the Board promptly after receipt of direction from the Principal Investor that the Principal Investor desires to have a Principal the Investor Designee removed from the Board. In no other event (unless required by their fiduciary duty, law or Trading Rules) will the Key Holders seek the removal of a Principal an Investor Designee. The Key Holders agree that (i) if the Principal Investor has a right to designate one or more directors a director pursuant to Section 1.1(a) to fill a vacancy on the Board, whether such vacancy existed on the date of this Agreement or resulted from the removal of such director, and (ii) the Principal Investor provides written notice of the identity of the Principal Investor Designee, that they shall promptly take such action consistent with the provisions of this Agreement and the Company’s Bylaws to effect the election of such Principal the Investor Designee as soon as practicable, but in any event no later than seven (7) days after written notice is provided by the Principal Investor to the Company and the Key Holders, which action will be taken either at a subsequent stockholders’ or directors’ meeting or, if and as applicable, or action by written consent of the stockholders or directors, subject to any fiduciary duties owed by such directors to the Company.